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Directors Report of Niyogin Fintech Ltd.

Mar 31, 2018

TO THE MEMBERS,

The Directors have pleasure in presenting their 30th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2018.

1. FINANCIAL PERFORMANCE:

(Rs. in Lakhs)

Particulars

2017-18

2016-17

Total Income

1,223.12

15.02

Total Expenditure

1,488.31

491.92

Profit before Tax

-265.19

-476.9

Less: Provision for taxation

Current Tax

-

-

Deferred Tax Asset

-

-

Net profit after Tax

-265.19

-476.9

Transfer to Reserve under Section 45IC of the RBI Act, 1934

-

-

Balance brought forward from previous period

-472.95

3.95

Balance carried to Balance Sheet

-738.14

-472.95

Earning Per Share:

Basic

(0.46)

-13.25

Diluted

(0.46)

-13.25

During the year under review, the company commenced its operations and the revenues of the Company stood at Rs.1223.12 lakhs. The Company posted loss of Rs. 265.19 lakhs as against Rs. 476.90 lakhs in the previous year.

2. OPERATIONAL PERFORMANCE

Your Company is in the business of providing unsecured working capital credit to MSMEs across India by applying state of the art fintech solutions that streamlines client onboarding, underwriting, documentation, loan disbursals and repayment. It is a registered Non-Banking Finance Company under the Reserve Bank of India Act, 1934 and is listed on the Bombay Stock Exchange Limited (BSE Limited).

As on 31st March, 2018, your Company has commenced its pilot operations in the State of Maharashtra. Till date it has onboarded 43 partners and has disbursed loans worth 118 Lakhs.

3. DIVIDEND:

In view of the loss incurred by the Company during the year under review, your Directors do not recommend any dividend for the financial year ended 31st March 2018.

4. DEBT EQUITY RATIO:

Your Company’s Debt:Equity ratio as on March 31, 2018 stands at NIL.

5. CAPITAL ADEQUACY RATIO:

The provisions of Basel III norms on the Capital to Risk Assets Ratio (CRAR) prescribe a minimum CRAR of 15%. Your company has a CRAR of 99.59% which is well above the threshold.

6. NET OWNED FUNDs:

The Net Owned Funds of your Company as on March 31, 2018 stood at 25,539.93 lakhs.

7. CREDIT RATING

Since your Company is a Non Deposit Accepting Non-Systematic NBFC, it does not have any deposits and thus does not require to obtain ratings for the same.

8. CHANGE IN NAME:

During the year under review, the Company changed its name from M3 Global Finance Limited to its current name i.e. Niyogin Fintech Limited with effect from 12th May 2017.

9. SHARE CAPITAL:

(a) Authorized Share Capital: During the year under review your Company has increased the authorized capital from Rs. 44 Crores (Rupees Forty-Four Crore Only) to Rs. 98 Crores (Rupees Ninety-Eight Crores Only) comprising of 89.000.000 (Eight Crore Ninety Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each and 9.000.000 (Ninety Lakhs) preference shares of Rs. 10/- (Rupees Ten Only) each which was approved by the shareholders in the ExtraOrdinary General Meeting held on 27th June, 2017.

(b) Issued, Subscribed & Paid-up Share Capital: During the year under review till the date of this report, the Company made the following allotments:

(i) Allotment of 37,113,000 (Three Crores Seventy One Lakhs Thirteen Thousand) equity shares of Rs. 10/- each at a price of Rs. 50/- (Rupees Fifty Only) each including premium of Rs. 40/- (Rupees Forty Only) aggregating to Rs. 1,855,650,000/- (Rupees One Hundred and Eighty-Five Crores Fifty-Six Lakhs and Fifty Thousand Only) on a preferential basis to persons belonging to non-promoter category. The said preferential issue was approved by the shareholders at the Extra Ordinary General Meeting of the Company held on 27th June 2017.

(ii) Allotment of 2,500,000 (Twenty Five Lakhs) equity shares of Rs. 10/- each to the Promoter entity pursuant to the conversion option exercised by the Promoter entity in respect of 2,500,000 Compulsorily Convertible Preference Shares (“CCPS”). The said CCPS were issued to the Promoter entity, during the financial year 2016-17, on preferential basis at face value of Rs. 10 (Rupees Only) each aggregating to Rs. 25,000,000 (Rupees Two Crores and Fifty Lakhs Only). The said preferential issue was approved by the shareholders at the 28th Annual General Meeting of the Company held on 19th September 2016.

(iii) Allotment of 29,500,000 (Two Crores Ninety Five Lakhs) equity shares of Rs. 10/- each to the Promoter entity pursuant to the conversion option exercised by the Promoter entity in respect of 29,500,000 Share Warrants (“Warrants”). The said Warrants were issued to the Promoter entity, during the financial year 201617, on preferential basis at face value of Rs. 10 (Rupees Ten Only) aggregating to Rs. 295,000,000/- (Rupees Twenty-Nine Crores and Fifty Lakhs Only). The said preferential issue was approved by the shareholders at the 28th Annual General Meeting of the Company held on 19th September 2016.

(iv) Allotment of 7,321,450 (Seventy Three Lakhs Twenty One Thousand Four Hundred and Fifty) equity shares of Rs. 10/- each at a price of Rs. 50/- (Rupees Fifty Only) each including premium of Rs. 40/- (Rupees Forty Only) aggregating to Rs. 366,072,500/- (Rupees Thirty Six Crores Sixty Lakhs Seventy Two Thousand Five Hundred Only) on preferential basis to the Promoter entity. The said preferential issue was approved by the shareholders at the Extra Ordinary General Meeting of the Company held on 14th August 2017.

(v) Allotment of 4,732,433 (Forty Seven Lakhs Thirty Two Thousand Four Hundred and Thirty Three) equity shares of Rs. 10/each to Strategic India Equity Fund (“SIEF”) (public category) pursuant to the conversion option exercised by SIEF in respect of 4,732,433 Compulsorily Convertible Preference Shares (“CCPS”) held by SIEF in the Company. The said CCPS were issued to SIEF, during the financial year 2016-17, on preferential basis at a price of Rs. 21.60 (Rupees Twenty One and Paise Sixty Only Only) each including premium ofRs. 11.60 (Rupees Eleven and Paise Sixty Only) aggregating to Rs. 102,220,552.80 (Rupees Ten Crores Twenty Two Lakhs Twenty Thousand Five Hundred and Fifty Two and Paise Eighty Only). The said preferential issue was approved by the shareholders vide Postal Ballot, results of which were declared on 18th February 2017.

Subsequent to the aforesaid allotments, the issued and paid-up equity share capital of the Company stands increased from Rs. 36,000,000/- (Rupees Three Crores and Sixty Lakhs Only) divided into 3,600,000 (Thirty Six Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 847,668,830/- (Rupees Eighty Four Crores Seventy Six Lakhs Sixty Eight Thousand Eight Hundred and Thirty Only) divided into 66,892,908 (Six Crores Sixty Eight Lakhs Ninety Two Thousand Nine Hundred and Eight) equity shares of Rs. 10/- (Rupees Ten Only) each.

10. DEPOSITORY SYSTEM:

The Company’s equity shares are compulsorily tradable in electronic form. As of 31st March 2018, 99.99% of the Company’s total paid-up capital representing 79,973,550 equity shares were in dematerialized form. In view of the benefits offered by the depository system, members holding shares in physical mode are advised to avail the demat facility.

11. PUBLIC DEPOSITS:

Your Company did not invite or accept deposits from public during the year under review.

12. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

13. particulars of loans, GUARANTEES OR INVESTMENTS:

In terms of Section 186(11) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, loans made, guarantees given or securities provided by the Company are exempted from compliance with the requirements of Section 186 of the Companies Act, 2013.

During the year under review, your Company has invested surplus funds pending business deployment in various liquid debt securities in the ordinary course of business. For details of the current and non-current investments of the Company, please refer Note 10 and 13 to the Audited Financial Statements.

14. related party transactions:

All related party transactions that were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Related Party Transactions are placed before the Audit Committee and also the Board, as the case may be, for approval. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval / noting on a quarterly basis.

During the year under review, the contracts or arrangements with related parties referred to in section 188 of Companies Act, 2013 have been on arms’ length and in ordinary course of business and were not material in nature. However the particulars of the transactions as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 are as a part of the Director’s Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

15. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a Certificate from Mitesh J. Shah & Associates, Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL:

(a) Directors:

As on the date of this report, the Company’s Board consists of the following Directors:

(i) Mr. Amit Rajpal - Chairman & NonExecutive, Non-Independent Director -DIN: 07557866

(ii) Mr. Makarand Patankar - Whole Time Director - DIN: 01584128

(iii) Mr. Kapil Kapoor - Independent Director -DIN:00178966

(iv) Ms. Sutapa Banerjee - Independent Director - DIN: 02844650

(v) Ms. Sucheta Dalal - Independent Director - DIN: 01351168

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr. Amit Rajpal (DIN: 07557866) - NonExecutive, Non-Independent Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board commends his re-appointment for your approval.

(b) Key Managerial Personnel:

As on the date of this Report, the following persons have been appointed as the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013:

(i) Mr. Sandeep Kumar - Chief Financial Officer (w.e.f. 8th February 2018)

(ii) Mr. Mandar Godbole - Company Secretary & Compliance Officer (w.e.f. 8th February 2018)

During the year, (a) Mr. Arnab Bhattacharya

- President resigned as the Chief Financial Officer of the Company (w.e.f. 8th February 2018) and (b) Ms. Shraddha Dalvi resigned as the Company Secretary & Compliance Officer of the Company (w.e.f. 8th February 2018).

17. BOARD & COMMITTEE MEETINGs:

During the year under review, the following Board /Committee Meetings were convened and held:

(a) Eight (8) Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(b) Six (6) Audit Committee Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(c) Three (3) Nomination & Remuneration Committee Meeting was held, details of which are given in the Corporate Governance Report.

18. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and the Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. DIRECTOR(S) DISCLOSURES:

Based on the declarations and confirmations received in terms of provisions of the Companies Act, 2013, circular(s) / notification(s) / direction(s) issued by the RBI and other applicable laws, none of the Directors on the Board of your Company are disqualified from appointment as Directors.

Your Company has received declarations from the Independent Director(s), affirming compliance with the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013.

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors have complete access to the information within the Company. As a part of Agenda of Board / Committee Meetings presentations are regularly made to the Independent Directors on various matter inter-alia covering the Company’s strategy, business model, operations, markets, organization structure, product offerings, finance, risk management framework, quarterly and annual financial results, human resources, technology, quality, role, rights, responsibilities of the Independent Directors and such other areas as may arise from time to time, where Directors get an opportunity to interact with the Company’s management (Familiarization Programmes).

21. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company’s Website at www.niyogin.in.

22. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31 st March, 201 8, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2018 and of the profit/loss of the Company for the financial year ended 31st March, 2018;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

23. STATUTORY AUDITORS:

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 201 4, the Members of the Company in its 29th Annual General Meeting held on 28th September, 2017 approved the appointment of B S R & Co. LLP, Chartered Accountants (ICAI Registration No -101248W/W-100022), as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting of the Company. The Report given by M/s. B S R & Co. LLP, Chartered Accountants, on the financial statements of the Company for the year ended 31st March 2018 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

24. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Mitesh J. Shah & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2018. The Report of the Secretarial Audit is annexed herewith as Annexure ‘II’.

25. RBI GUIDELINES

Your Company continues to fulfill and comply with all the circular(s), notification(s), direction(s) and guideline(s) issued by the RBI, as are applicable to it as a Non-Systemically Important Non-Deposit Accepting or Holding Non-Banking Financial Company.

In terms of the RBI Master Circular No. 15/2015-16 dated July 1, 2015 on Foreign Investment in India, your Company has obtained a certificate from its Statutory Auditors, certifying that the Company is in compliance with the FEMA regulations.

26. PARTICULARS OF DEPOSITS

Your Company being a ‘Non-Deposit Accepting or Holding Non-Banking Financial Company’ has not accepted deposits during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI.

Accordingly, the disclosure requirements under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

27. INTERNAL FINANCIAL CONTROL SYSTEM:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s internal financial control system also comprises of compliances with the Company’s policies and Standard Operating Procedures (SOPs), which is further reviewed by Protiviti India Member Private Limited, the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS IN RELATION TO FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board’s report. To ensure effective Internal Financial Controls, the Company has laid down the following measures:

0 All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

0 All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool. Noncompliance, if any, is seriously taken by the management and corrective actions are taken immediately.

0 Approval of all transactions is ensured through a pre-approved delegation of authority schedule. The schedule is reviewed periodically by the management and compliance of the same is regularly checked and monitored by the auditors.

0 The Company follows a robust internal audit process wherein audits are conducted on a regular basis throughout the year by the Internal Auditors as per agreed audit plan.

0 The audit reports of the Internal Auditors are submitted to the Audit Committee and the Board for review and necessary action.

0 The Company has a comprehensive risk management framework.

0 The Company has a robust mechanism of building budgets at an integrated crossfunctional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.

0 The Company has in place a well-defined Whistle Blower Policy / Vigil Mechanism.

0 The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements in quarterly review meetings.

0 Compliance of the secretarial functions is ensured by way of secretarial audit.

29. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, your Company is not required to contribute funds for CSR. However, as a part of good corporate governance along with an intent to work for a social cause the Company has constituted a CSR Committee.

30. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the annual return as on 31st March, 2018 forms part of this report as Annexure ‘I’.

31. PARTICULARS OF EMPLOYEES

During the year, there were 39 employees on the payroll ofthe Company. During the year, 1 employee employed throughout the year was in receipt of remuneration of Rs. 1 crore and 2 lakh or more per annum and 0 employees employed for part of the year was in receipt of remuneration of Rs. 8.5 lac or more per month. In accordance with the provisions of Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top ten employees in terms of remuneration drawn and of the aforesaid employees are set out in the annexure to the Directors’ Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the rule, the Directors’ Report is being sent to all shareholders of the Company excluding the annex. Any shareholder interested in obtaining a copy of the annexure may write to the Company. Further disclosures on managerial remuneration are annexed to this report. Further disclosures on managerial remuneration are annexed to this report.

32. EMPLOYEE STOCK OPTION PLAN:

The Board of Directors, at its meeting held on 28th May 2018, has approved Niyogin Employee Stock Option Plan (“Niyogin ESOP”). The Niyogin ESOP was approved by the shareholders vide Postal Ballot, results of which were declared on 9th July 2018.

33. SEXUAL HARRASMENT POLICY:

During the year under review the Company has not received any complaint from the employees related to sexual harassment. The Company has in place sexual harassment policy which is available on the Company’s website.

34. RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are periodically discussed at the meetings of the Company.

35. VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulation. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

36. ENERGY CONVERSATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. Conversation of Energy: NIL

B. Technology Absorption: NIL

C. Foreign Exchange Earning: NIL

D. Foreign Exchange Outgo: NIL

37. APPRECIATIONS

Your Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, Members, Customers and Employees of the Company for their continued support and trust. Your Directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts.

FOR NIYOGIN FINTECH LIMITED

Sd/-

Makarand Ram Patankar

Whole Time Director

(DIN:01584128)

Date: 13th August 2018

Place: Mumbai


Mar 31, 2014

To The Members,

The Directors present this 26th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results

Particulars (In Rupees) (In Rupees) Current Year Previous Year 2013-14 2012-13

Total Income 400,248 950,000

Profit before Finance Cost and Depreciation 369,738 301,069

Less : Finance Cost 0 0

Profit before Depreciation 367,938 301,069

Less : Depreciation 0 0

Profit/(Loss) before Tax 367,938 301,069

Provision for Tax

Current Tax

Deferred Tax 0 92,876

Tax For earlier Years

Balance of Profit/(Loss) for the year 3,67,938 208,193

Balance Brought forward from the Previous year 212,352 4,159

Amount available for appropriation 580,290 212,352

Proposed Dividend Nil Nil

Tax on proposed Dividend 0 0

Balance Profit/(Loss) carried to Balance Sheet 580,290 212,352





OPERATIONS

The Financial year 2013-14 saw worst spell of Financial Crisis. The Rupee depreciated against the US Dollar which led to sudden depletion of Foreign exchange Reserve. To Defend Rupee Exchange Rate RBI maintained a tight monetary policy by increasing Short term rates to lessen excess liquidity.

Due to the Continuous economic slowdown for past few years the Economic environment for the year under review remained subdued therefore your company instead of taking risk for a small gain continued with existing operation without much change. The GDP growth rate in the previous year was a decade-low of 4.5 per cent. This is the second year in a row during which the economy''s growth remained below the 5 per cent that is of 4.8 %. The loss of growth momentum continued throughout the year 2013-14. The other important factor, inflation measured by the Wholesale Price Index which remained sticky at around 5.5% through Financial Year 2013-14.

During the year company has earned net profit of Rs.367938/- as compared to Rs.207693/- in previous year. Your directors are taking various initiatives for overall better performance and optimistic for the years to come. . The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

FUTURE OUTLOOK

All the Decisions of the Company are based on factors like overall economic growth of economy, Monetary Policies of RBI ,Interest rates and liquidity, stock market performance and volatility, growth of infrastructure, agriculture and other auto industries etc. however concerns remain on inflation an twin deficits of Fiscal and Current Account. Your Company believes with sound risk management and strong capital adequacy ratio, the India of future offers opportunities for growth. The approach of the company till the date is cautious and traditional which is based on risk-management. However your Board is now focusing on various options as all courses of action are risky, so prudence is not in avoiding danger but calculating risk and acting decisively.

DIVIDEND

No dividend recommended by the Board of directors in view of limited profit.

DIRECTOR

- Rotation of Directors

In accordance with section 257 of the Companies Ac, 1956 and Section 152 and other applicable provision of the Companies Act 2013 Shri Haresh Champaklal Harde, Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for re-election.

Change in Designation of Directors

In pursuance of the provisions of Sections 196,197,198 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof, for the time being in force),read with Schedule V to the said Act and subject to such other approvals, consents as may be required, the consent of the Members of the Company and subject to the approval of shareholders at the next General Meeting, Mr. Manish Arvindlal Shah ,be and is hereby appointed as non-rotational Whole Time Director of the company with effect from 11.07.2014 to 10.07.17 for tenure of three years.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 274(1)(g) of the Companies Act, 1956 and Section 164(2) of Companies Act, 2013._

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors'' confirm: I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure. II. That the director''s have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year 31st March, 2014.

III. That the director''s have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

IV. That the director''s have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the Company''s operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

RBI GUIDELINES

As a Systemically Important Non Deposit taking Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

CORPORATE GOVERNANCE REPORT

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company''s securities are listed. It has always been a constant Endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the auditors of the Company

certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s M/s.Jain Khetan Agarwal & Associates., Chartered Accountants., retire at the ensuing Annual General Meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224(1B) of Companies Act, 1956 and section 139(2) of the Companies Act, 2013 the explanation given in Auditor''s report and notes on accounts are self-explanatory and do not call for any comments.

NEW GUIDELINE FOR DIRECT LISTING AT BSE

The Bombay Stock Exchange has come out with liberalized guideline for direct listing at exchange for those Regional Stock Exchange Listed Company having certain competency. Many times shareholders are approaching company with problem of ill-liquidity. With a view to avoid this major problem your company will take all necessary action to get company listed on a Bombay Stock Exchange. The necessary measures have been taken by your company to comply all mandatory requirements for direct listing.

PARTICULARS OF EMPLOYEES

None of the Employee''s of the company was in receipt, of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act 1956 & Corresponding section197 of the Companies Act, 2013 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

ACKNOWLEDGMENT

The Board of Directors wishes to place on record its appreciation for the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

Regd. Office: 152, Narayan Dhuru Street By Order of the Board 2nd Floor, Room No.24, Mumbai-003 Manish Shah Sejal Shah 14th August, 2014 (Whole Time Director) (Director)


Mar 31, 2013

To The Members,

The Directors present this 25th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013. Financial Results

Particulars (in Rupees) Current Year Previous Year 2012-13 2011-12

Total Income 950000 199863

Profit before Finance Cost and Depreciation 300569 25627

Less : Finance Cost 0 0

Profit before Depreciation 300569 25627

Less : Depreciation 0 0

Profit/(Loss) before Tax 300569 25627

Provision for Tax

Current Tax

Deferred Tax 92876 7919

Tax For earlier Years

Balance of Profit/(Loss) for the year 207693 17708

Balance Brought forward from the Previous year 4659 (3260)

Amount available for appropriation 212352 4659

Proposed Dividend Nil Nil

Tax on proposed Dividend 0 0

Balance Profit/(Loss) carried to Balance Sheet 212352 4659



OPERATIONS

During the year under review the financial sector remains subdued and therefore your company instead of taking risk for a small gain continued with existing operation without much changes. The annual GDP growth rates revised continuously from 9% to 8% and now 5.6% where the last quarter shows growth rate of just 4.8%.The loss of growth momentum continued throughout the year 2012-13. The other important factor, inflation measured by the Wholesale Price Index which remained sticky at above 7.5% through first half of 2012-13, fell to 5.9% in March, 2013.

During the year company has earned net profit of Rs.2,07,693/- as compared to Rs.7,919/- in previous year. Your directors are taking various initiatives for overall better performance and optimistic for the years to come. . The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

FUTURE OUTLOOK

Any major steps or initiatives on the part of operations of the company is based on factors like overall economic growth, interest rates and liquidity, stock market performance and volatility, growth of infrastructure and auto industries etc. The approach of the company till the date is cautious and traditional which is based on risk- management. However your Board is now focusing on various options as all courses of action are risky, so prudence is not in avoiding danger but calculating risk and acting decisively.

DIVIDEND

No dividend recommended by the Board of directors in view of limited profit.

DIRECTORATE

Shri Manish Arvindlal Shah, Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for re-election.

Mrs. Sejal Manish Shah was appointed as additional director of the company on 12th August, 2013. His tenure of office expire at this Annual General Meeting and he is eligible to re-appoint as director liable to retire by rotation. She is associated with the company as Promoter Group Director in replacement of Mr. Mitul Shah who ceased to be director of the company on his pre-occupation. Your directors place their appreciation for valuable support to this company from Mr. Mitul Shah.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors'' confirm:

I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure. II. That the director''s have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year.

III. That the director''s have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

IV. That the director''s have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the Company''s operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company''s securities are listed. It has always been a constant Endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the auditors of the Company certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s M/s.Jain khetan Agarwal & Associates., Chartered Accountants., retire at the ensuing Annual General meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224 (1B) of the Companies Act, 1956. The explanation given in Auditor''s report and notes on accounts are self explanatory and do not call for any comments.

NEW GUIDELINE FOR DIRECT LISTING AT BSE

The Bombay Stock Exchange has come out with liberalized guideline for direct listing at exchange for those Regional Stock Exchange Listed company having certain competency. Many times shareholders are approaching company with problem of ill- liquidity. With a view to avoid this major problem your company will take all necessary action to get company listed on a Bombay Stock Exchange. The necessary measures have taken by your company to comply all mandatory requirements for direct listing.

PARTICULARS OF EMPLOYEES

None of the Employee''s of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars regarding foreign exchange earnings and expenditure is NIL.

Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 are not applicable.

ACKNOWLEDGMENT

The Board of Directors wishes to place on record its appreciation for the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

Regd. Office : 152, Narayan Dhuru Street By Order of the Board 2nd Floor, Room No.24, Mumbai Manish Shah Mitul Shah Haresh Harde 12th August, 2013 (Director) (Director) (Director)


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report with the Audited Statements of Account for the year ended 31st March, 2011.

1. FINANCIAL RESULTS: (Rs. in thousand) For the year ended For the year ended 31st March, 2011 31st March, 2010

Gross Income 198.33 13877.44

Profit before taxation 25.00 43.19

Less Provision for Taxation 7.70 14.00

Profit after taxation 17.30 29.19

Balance brought forward (83.55) (106.64)

Less: Transfer to Statutory Reserve 45.60 6.10

Balance (Deficit) carried to Balance Sheet (111.85) (83.55)

2. DIVIDEND :

With a view to conserve the resources of the company the directors do not propose to recommend any dividend.

3. DIRECTORS :

Shri Jitendra A. Patel retire by rotation and is eligible for re-appointment.

4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review your company has not consumed energy of any significant level and accordingly no measures were taken for energy conservation and no additional investment was made for reduction of energy consumption. No comment is made on technology absorption considering the nature of activities undertaken by your company during the year under review. There has been no foreign exchange income or outflow during the year.

5. NON-BANKING FINANCIAL COMPANIES (RESERVE BANK) DIRECTIONS

The company follows the R.B I. directions regarding NBFC business.

6. PUBLIC DEPOSITS

During the year under review, your company did not accept or renew any Public Deposit within the meaning of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 your Directors state:

I) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures:

ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31-03-2011 and of the profit of the company for the year ended on 31-03-2011

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv) that the directors have prepared annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE

A Report on Corporate Goverance along with a Report from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to clause 49 of the fisting Agreement is annexed.

9 AUDITORS REPORT FOR NBFC:

As per RBI Directions, the Company has obtained Auditor''s Report Confirming that the Company has complied with all the guidelines and provisions as applicable to the Company for carrying out activities as a registered NBFC. A copy of report is annexed to this report

10 COMPLIANCE CERTIFICATE:

In accordance with Sec. 383A of the Companies Act, 1956, the Company has obtained a Certificate from a Company Secretary in whole time practice confirming that the Company has complied with all the provisions of the Companies Act. 1956 and a copy of such certificate is annexed to this report.

11. DEMATERIALISATION OF SECURITIES/SHARE:

The company''s shares are available in Demat form and the company''s ISIN No is INE480D01010

12. EMPLOYEES:

The Company has no employees of the category specified u/s 217(2A) of the Companies Act, 1956 during the year

13. AUDITORS:

M/s. B.J. Ethan & Co., Chartered Accountants, Auditors of the company, retire and being eligible, offer themselves for re-appointment

on behalf of the Board R. R. TIBREWALA Chairman

Place Ahmedabad

Date 27-05-2011

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